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Natco Economicals Limited
Year 2016-17
23rd Annual Report
23rd Annual Report of Natco Economicals Limited
2
Name of Director Designation DIN Date of
Appointment
Date of
Resignation
Ashish Pandya Whole-time Director 07128224 01/09/2016 --
Vishal Desai Whole-time Director 06825851 26/05/2017 --
Shaishav Shah Independent Director 07276102 10/02/2017 --
Natvarlal Chavda Independent Director 07899993 09/08/2017 --
Vina Joshi Independent Director 07900014 09/08/2017 --
Bhadresh Bhavsar Independent Director 07152836 18/05/2015 09/08/2017
Dhvani Contractor Independent Director 07160128 30/03/2015 13/05/2017
Meghna Raval Company Secretary - 20/02/2015 12/04/2017
304, Abhijit-1, Near Mithakhali Six Road, Navarangpura, Ahmedabad – 380 006
Date: 29/09/2017 Time: 10.30 a.m. onwards Venue: 304, Abhijit-1, Near Mithakhali Six Road, Navarangpura, Ahmedabad – 380 006
Jayesh Patel&Co. 91, Mahavir Tower, Nr. Mahalaxmi Cross Road, Paldi Ahmedabad- 380007 Phone No: 079-40373541; Mobile No. 0-9725800888 Email:[email protected]
ICICI Bank
Corporate Profile
CIN: L65910GJ1994PLC022240
Registered Office
Annual General Meeting
Statutory Auditors
Bankers
23rd Annual Report of Natco Economicals Limited
3
• Dhvani Contractor Chairman
• Ashish Pandya Member
• Shaishav Shah Member
• Dhvani Contractor Chairman
• Ashish Pandya Member
• Bhadresh Bhavsar Member
• Ashish Pandya Chairman
• Shaishav Shah Member
• Dhvani Contractor Member
M/s. MCS Share Transfer Agent Ltd (Vadodara)
10, Aaram Apartment, Sampatrao Colony 12, Behind Laxmi Hall, Alkapuri, Vadodara- 390007Phone No: 0265-2341639, 2350490
Email [email protected], Website: www.mcsdel.com
M/s. S Bhattbhatt& Co.
B-212, Atlantis K-10, Opp. Honest Restaurant, Sarabhai Road, Vadodara – 390007
BSE Ltd (Bombay Stock Exchange)
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Share Transfer Agent
Secretarial Auditors
Listed on Stock Exchange
23rd Annual Report of Natco Economicals Limited
4
Notice ................................................................................................................................................... 05
Directors’ Report ....................................................................................................... 15
Management Discussion and Analysis……………………………………………………………………….23
Code of Conduct & CEO/CFO Certificate ..................................................................... 26
MGT 9……………………………………………………………………………………………………………………….27
MR 3 Secretarial Audit Report .................................................................................... 36
Auditor’s Report ......................................................................................................... 40
Balance Sheet ........................................................................................................... 44
Statement of Profit & Loss .......................................................................................... 45
Cash Flow Statement .................................................................................................. 46
Schedules to Account .................................................................................................. 47
Significant Accounting Policies ................................................................................... 51
Attendance Slip .......................................................................................................... 54
Proxy Form ................................................................................................................. 55
Contents
23rd Annual Report of Natco Economicals Limited
5
NOTICE is hereby given that the 23rd Annual General Meeting of the Members of Natco Economicals
Limited will be held on Friday 29th September, 2017 at 10.30 a.m., at registered office of the
Company at 304, Abhijit-1, Near Mithakhali Six Road, Navarangpura, Ahmedabad – 380 006 to
transact the following businesses:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2017 and the Profit and Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon.
2. To consider and if thought fit to pass, with or without modification(s), the following Resolution as Ordinary Resolution.
“RESOLVED THAT pursuant to the provisions of Section 139 & other applicable provisions of the
Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, and pursuant to the
recommendations of the Audit Committee of the Board of Directors, M/s. Jayesh Patel & Co,
Chartered Accountants, Ahmedabad, (Membership No. 034745), the retiring Auditors of the
Company be and are hereby re-appointed as Statutory Auditors of the Company to hold office from
the conclusion of this Annual General Meeting (AGM) until the conclusion of the next AGM (subject
to ratification by members at every AGM held after this AGM) and that the Board of Directors be and
is hereby authorized to fix the remuneration as may be recommended by the Audit Committee in
consultation with the Auditors.”
SPECIAL BUSINESS
3. To appoint Mr. Shaishav Shah as Independent Director of the Company
To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:
“RESOLVED THAT in accordance with the provisions of Section 160 and 161of Companies Act, 2013 and other applicable provisions, if any, Mr. Shaishav Shah (DIN: 07276102), who was appointed as an Additional Director on 10th February, 2017, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five years.
RESOLVED FURTHER THAT any Director or Company Secretary of the Company be and is hereby
authorized to do all such acts , deeds and things and execute all such documents , instruments as, in
its discretion may be considered necessary with the Registrar of Companies.”
4. To appoint Mr. Natvarlal Chavda as Independent Director of the Company
To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an
Ordinary Resolution:
“RESOLVED THAT in accordance with the provisions of Section 160 and 161of Companies Act, 2013 and other applicable provisions, if any, Mr. Natvarlal Chavda (DIN: 07899993), who was appointed as an Additional Director on 09th August, 2017, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five years.
Notice
23rd Annual Report of Natco Economicals Limited
6
RESOLVED FURTHER THAT any Director or Company Secretary of the Company be and is hereby
authorized to do all such acts , deeds and things and execute all such documents , instruments as, in
its discretion may be considered necessary with the Registrar of Companies.”
5. To appoint Ms. Vina Joshi as Independent Women Director of the Company
To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an
Ordinary Resolution:
“RESOLVED THAT in accordance with the provisions of Section 160 and 161of Companies Act, 2013 and other applicable provisions, if any, Ms. Vina Joshi (DIN: 07900014), who was appointed as an Additional Director on 09th August, 2017, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five years.
RESOLVED FURTHER THAT any Director or Company Secretary of the Company be and is hereby authorized to do all such acts , deeds and things and execute all such documents , instruments as, in its discretion may be considered necessary with the Registrar of Companies.”
6. To appoint Mr. Vishal Desai as Director of the Company
To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an
Ordinary Resolution:
“RESOLVED THAT Mr. Vishal Desai (DIN: 06825851) who was appointed by the Board of Directors as
an Additional Director of the Company with effect from 26th May, 2017 and who holds office up to
the date of this Annual General Meeting of the Company in terms of Section 161 (1) of the
Companies Act, 2013 (“Act”) and relevant provisions of the Articles of Association of the Company,
but who is eligible for appointment and in respect of whom the Company has received a notice in
writing from a Member under Section 160 (1) of the Act with requisite deposit proposing his
candidature for the office of Director of the Company, be and is hereby appointed a Director of the
Company, not liable to retire by rotation.”
7. To appoint Mr. Vishal Desai as Whole-time Director of the Company
To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an
Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and other applicable
provisions, if any, of the Companies Act, 2013 (“Act”) read with Schedule V to the Act and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended
from time to time and subject to approval of the Central Government and other authorities,
members of the Company hereby approves appointment and terms of remuneration of Mr. Vishal
Desai (DIN: 06825851) as Whole-time Director of the Company for a period of three years with effect
from August 9, 2017 upon the terms & conditions as may be mutually agreed to between the Board
of Directors and Mr. Vishal Desai, with authority to the Board of Directors to alter and vary the terms
and conditions of the said appointment in such manner as may be agreed to between the Board of
Directors and Mr. Vishal Desai.
RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized to
alter, revise and amend the terms and conditions of appointment of Mr. Vishal Desai, the Director,
23rd Annual Report of Natco Economicals Limited
7
with mutual consent, subject to and in accordance with the applicable provisions of the Companies
Act, 2013 and Schedule V thereto and approval of the Central Government and appropriate
authorities, which may be obtained for the same and for the payment of remuneration as minimum
remuneration to Mr. Vishal Desai.”
Salary 50,000/- per month which is eligible for revision on a date to be determined by the Board
Governance, Nomination and Compensation Committee.
Regd. Office: By the Order of Board
304, Abhijit-1,
Near Mithakhali Six Road,
Shipra Mapara Navarangpura,
Ahmedabad-380006 (Company Secretary) Date: 14thAugust, 2017
Place: Ahmedabad
23rd Annual Report of Natco Economicals Limited
8
Notes:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXY/PROXIES TO ATTEND AND VOTE ON A POLL INSTEAD OF HIM/HER AND SUCH A PROXY/PROXIES NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company, carrying voting rights. In case a proxy is proposed to be appointed by a Member holding more than ten percent of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. A proxy form is sent herewith. Proxies submitted on behalf of the Companies, Societies, etc., must be supported by an appropriate resolution/authority as applicable.
2. The instrument appointing a proxy should be deposited at the Registered Office of the Company
not less than 48 hours before the commencement of the meeting. Moreover, Members /proxies should bring the attendance slips duly filled in and PHOTO ID Proof for attending the meeting.
3. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to section 113 of the Companies Act, 2013 are requested to send to the Company, a certified copy of the Board Resolution together with Specimen Signatures of those representative(s) authorised under said resolution to attend and vote on their behalf at the Meeting.
4. As required under SEBI LODR (Listing Obligation & Disclosure Requirements) Regulations, 2015, a brief resume of Directors including those proposed to be appointed/re-appointed, nature of their expertise in specific functional areas, name of Companies in which they hold directorships and memberships/chairmanships of Board Committees, shareholding and relationships between directors inter-se, are provided in the annexure to the notice.
5. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is annexed and forms part of the Notice.
6. Members are requested to: (a) bring their copy of the Annual Report and Attendance Slip with them at the Annual General Meeting.
(b) quote their Regd. Folio Number/DP and Client ID Nos. in all their correspondence with the Company or its Registrar and Share Transfer Agent.
7. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.
8. The Register of Members and Share Transfer Books of the Company will remain closed from 27th September, 2017 to 29th September, 2017 (both days inclusive).
9. Pursuant to Section 72 of the Companies Act, 2013, Members who hold shares in the physical form can nominate a person in respect of all the shares held by them singly or jointly. Members who hold shares in single name are advised, in their own interest, to avail of the nomination facility by filing required form.
10. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in physical form can submit their PAN details to the Company/Registrar and Share Transfer Agents.
23rd Annual Report of Natco Economicals Limited
9
11. All documents, transfers, dematerialization requests and other communications in relation thereto should be addressed directly to the Company’s Registrar & Transfer Agents.
12. Members holding shares in multiple folios in physical mode are requested to apply for consolidation to the Company or its Registrar & Share Transfer Agent along with relevant Share Certificates.
13. Members are requested to send all correspondence concerning registration of transfers, transmissions, subdivision, consolidation of shares or any other shares related matter and/or change in address and bank account, to company’s Registered Office.
14. Members desirous of getting any information on any items of business of this Meeting are requested to address their queries to Compliance Officer of the Company at the registered office of the Company at least ten days prior to the date of the meeting, so that the information required can be made readily available at the meeting.
15. Voting through Electronic Voting (E-Voting Procedure):
1.In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as substituted by the Companies (Management and Administration) Amendment Rules, 2015 (‘Amended Rules 2015’) and Clause35B of the Listing Agreement, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the 23rdAnnual General Meeting (AGM) by electronic means and the business may be transacted through e- Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).
2. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.
3. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
4. The remote e-voting period commences on Tuesday 26thSeptember, 2017 (9:00 am) and ends on Thursday 28thSeptember, 2017 (5:00 pm). During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 23rdSeptember, 2017, may cast their vote by remote e-voting. The remote e- voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
5. The process and manner for remote e-voting are as under:
A. In case a Member receives an email from NSDL [for members whose email Ids are registered with the Company/Depository Participants(s)]:
(i) Open email and open PDF file viz; “Natco Economicals Limited remote e-voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.
(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com
23rd Annual Report of Natco Economicals Limited
10
(iii)Click on Shareholder – Login (iv)Put user ID and password as initial password/PIN noted in step (i) above. Click Login.
(v) Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.
(vii) Select “REVEN” of Natco Economicals Limited. (viii) Now you are ready for remote e-voting as Cast Vote page opens. (ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted. (x) Upon confirmation, the message “Vote cast successfully” will be displayed. (xi) Once you have voted on the resolution, you will not be allowed to modify your vote. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. Together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] [email protected] with a copy marked [email protected].
B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company/Depository Participants(s) or requesting physical copy]:
(i) Initial password is provided as below/at the bottom of the Attendance Slip for the AGM: REVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN. (ii) Please follow all steps from Sl. No. (ii) To Sl. No. (xii) Above, to cast vote.
16. In case of any queries, you may refer the frequently asked Questions (FAQs) for Members and
remote e-voting user manual for Members available at the download section of
www.evoting.nsdl.com or call on toll free no.: 1800-222-990.
17. If you are already registered with NSDL for remote e-voting then you can use your existing user
ID and password/PIN for casting your vote.
18. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).
19. The voting rights of members shall be in proportion to their shares of the paid up equity share
capital of the Company as on the cut-off date of 23rd September, 2016.
20. Any person, who acquires shares of the Company and become member of the Company after dispatch of the Notice of AGM and holding shares as of the cut-off date i.e. 23rd September, 2016. May obtain the login ID and password by sending a request at [email protected]@gmail.com. However, if you are already registered with NSDL
23rd Annual Report of Natco Economicals Limited
11
for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com.
21. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.
22. Mr. S.D Bhattbhatt, Company Secretary (Membership No. 11975), Proprietor M/s. S Bhattbhatt& Co., Practising Company Secretary has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner. 23. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of ballot paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting 24.The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast Through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith. 25. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.natecoltd.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai.
26. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during normal business hours (9.00 am to 5.00 pm) on all working days except Saturdays, up to and including the date of the Annual General Meeting of the Company.
27. This Notice has been updated with the instructions for voting through electronic means as per the Amended Rules 2015.
28. All documents referred to in the accompanying notice and Statutory Registers are open for inspection at the registered office of the Company on all working days (barring Saturday and Sunday) between 11.00 a.m. to 1.00 p.m. prior to the Annual General Meeting.
29. The entire Annual Report is also available on the Company’s website www.natecoltd.com
Regd. Office: By the Order of Board
304, Abhijit-1,
Near Mithakhali Six Road,
Shipra Mapara Navarangpura,
Ahmedabad-380006 (Company Secretary) Date: 14thAugust, 2017
Place: Ahmedabad
23rd Annual Report of Natco Economicals Limited
12
Explanatory Statement pursuant to section 102 of the Companies Act, 2013
Item No. 3: Appointment of Mr. Shaishav Shah, as Director of the Company
Subject to the necessary approval by the Members of the Company in the General Meeting, the
Board of Directors of the Company at its Meeting held on 10th February, 2017, appointed Mr.
Shaishav Shah (DIN: 07276102),as Additional Director of the Company, pursuant to Section 161 of
Companies Act, 2013. Hence, he would hold office upto the date of ensuing Annual General
Meeting.
The Company has received consent in writing to act as Director in Form DIR-2 and intimation in
Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors)
Rules, 2014 to the effect that he is not disqualified under sub-section (2) of section 164 of the
Companies Act, 2013.
The Board considers that his association would be of immense benefit to the Company and it is
desirable to avail his services as Director. Accordingly, the Board recommends resolution no. 4 in
relation to appointment of Mr. Shaishav Shah, as Director of the Company, for the approval of
Shareholders of the Company.
None of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested in the said Resolution.
Brief profile of Director:
Name of Director Shaishav Shah Age 31 years Nationality Indian Date of Appointment 10/02/2017 Qualification and Expertise
He is Post Graduate and has cleared Intermediate examination of Chartered Accountant (CA). He has experience as Financial Consultant for about 5 years.
Shareholding in Natco Economicals Limited
Nil
List of Outside Directorship
Nil
Item No. 4: Appointment of Mr. Natvarlal Chavda, as Director of the Company
Subject to the necessary approval by the Members of the Company in the General Meeting, the
Board of Directors of the Company through Circular Resolution passed on 09th August, 2017
appointed Mr. Natvarlal Chavda (DIN: 07899993)as Additional Director of the Company pursuant
to Section 161 of Companies Act, 2013. Hence, he would hold office upto the date of ensuing
Annual General Meeting.
The Company has received consent in writing to act as Director in Form DIR-2 and intimation in
Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors)
Rules, 2014 to the effect that he is not disqualified under sub-section (2) of section 164 of the
Companies Act, 2013.
23rd Annual Report of Natco Economicals Limited
13
The Board considers that his association would be of immense benefit to the Company and it is
desirable to avail his services as Director. Accordingly, the Board recommends resolution no. 5 in
relation to appointment of Mr. Natvarlal Chavda, as Director of the Company, for the approval of
Shareholders of the Company.
None of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested in the said Resolution.
Brief profile of Director:
Name of Director Natvarlal Chavda Age 65 years Nationality Indian Date of Appointment 09/08/2017 Qualification and Expertise
He is Retired Additional Collector of Gujarat Administrative Services. He is holding a Bachelor Degree in Commerce. He has very rich experience in the field of Administration and Management.
Shareholding in Natco Economicals Limited
Nil
List of Outside Directorship
Nil
Item No. 5: Appointment of Ms. Vina Joshi as Director of the Company:
Subject to the necessary approval by the Members of the Company in the General Meeting, the
Board of Directors of the Company through Circular Resolution passed on 09th August, 2017
appointed Ms. Vina Joshi (DIN: 07900014) as Additional Director of the Company pursuant to
Section 161 of Companies Act, 2013. Hence, she would hold office upto the date of ensuing Annual
General Meeting.
The Company has received consent in writing to act as Director in Form DIR-2 and intimation in
Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors)
Rules, 2014 to the effect that she is not disqualified under sub-section (2) of section 164 of the
Companies Act, 2013.
The Board considers that her association would be of immense benefit to the Company and it is
desirable to avail her services as Director. Accordingly, the Board recommends resolution no. 6 in
relation to appointment of Ms. Vina Joshi, as Director of the Company for the approval of
Shareholders of the Company.
None of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested in the said Resolution.
Brief profile of Director:
Name of Director Vina Joshi Age 61 years Nationality Indian Date of Appointment 09/08/2017 Qualification and Expertise
She has rich experience in the field of Education. She has done her Master in Arts from Gujarat University. She has experience in writing Articles on Politics and History.
Shareholding in Natco Nil
23rd Annual Report of Natco Economicals Limited
14
Economicals Limited List of Outside Directorship
Nil
Item No. 6 & 7: Appointment of Mr. Vishal Desai as Director of the Company:
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have proposed that Mr. Vishal Desai, (DIN: 06825851), has been appointed as Whole-time Director of the Company. The appointment of Mr. Vishal Desai shall be effective upon approval by the members in the Meeting.
None of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested in the said Resolution.
Brief profile of Director:
Name of Director Vishal Desai Age 48 years Nationality Indian Date of Appointment 09/08/2017 Qualification and Expertise
Completed MLO FED and UST Licensing, Active NMLS License, BS in Business & Marketing (Calcutta University). He is Mortgage Loan Officer, Sistar Mortgage, USA. He has served as Vice President (Marketing) at TDT Copper, Ahmedabad. He was a Director in TDT Infra, Ahmedabad. Also, he was Assistant Vice President at T D Bank, USA.
Shareholding in Natco Economicals Limited
Nil
List of Outside Directorship
Nil
Regd. Office: By the Order of Board
304, Abhijit-1,
Near Mithakhali Six Road,
Shipra Mapara Navarangpura,
Ahmedabad-380006 (Company Secretary) Date: 14thAugust, 2017
Place: Ahmedabad
23rd Annual Report of Natco Economicals Limited
15
To
The Members,
Your Directors present this 23rd Annual Report of the Company together with the Audited
Statement of Accounts for the year ended 31st March, 2017.
Particulars Current Year 2016-17 (in Rupees)
Previous Year 2015-16 (in Rupees)
Total Income 34,82,421 29,07,617
Profit/(Loss) before Finance Cost and Depreciation 5,85,463 (14,59,013)
Less : Finance Cost -- --
Profit/(Loss) before Depreciation 5,85,463 (14,59,013)
Less : Depreciation 31,832 40,133
Profit/(Loss) before Tax 5,53,631 (14,99,146)
Provision for Tax Current Tax
Deferred Tax Tax For earlier Years
1,66,090 0 0
0 4248
0
Balance of Profit/(Loss) for the year before Extra-Ordinary items
3,87,541 (15,03,394)
Extra-Ordinary items -- 80,000
Balance of Profit/(Loss) for the year after Extra-Ordinary items 3,87,541 (15,83,394)
Balance Brought forward from the Previous year (11,86,517) 3,96,877
Amount available for appropriation -- --
Proposed Dividend -- --
Tax on proposed Dividend -- --
Balance Profit/(Loss) carried to Balance Sheet (7,98,976) (11,86,517)
Performance Review
During the year under review your Company sustained with limited growth path due to which
though the gross total income increased from Rs. 29,07,617/- to Rs. 34,82,421/- in comparison of
last year and the Company incurred loss of (7,98,976) in the year under review as compared to loss
incurred in previous year of Rs. (11,86,517).
Dividend
Your directors did not recommend payment of any dividend for the year ended 31st March, 2017.
Directors’ Report
Financial Results
23rd Annual Report of Natco Economicals Limited
16
Directorate
On the recommendations of nomination and remuneration committee, Mr. Shaishav Shah has been
appointed as Independent Director of the Company with effect from 10th February, 2017 to hold office for a term of five years. A brief profile of Mr. Shaishav Shah is given separately in the notice convening AGM. Your directors recommend his appointment for the members' approval.
On the recommendations of nomination and remuneration committee, Mr. Natvarlal Chavda has
been appointed as Independent Director of the Company with effect from 09th August, 2017 to hold office for a term of five years. A brief profile of Mr. Natvarlal Chavda is given separately in the notice convening AGM. Your directors recommend his appointment for the members' approval.
On the recommendations of nomination and remuneration committee, Ms. Vina Joshi has been appointed as Independent Director of the Company with effect from 09th August, 2017 to hold office for a term of five years. A brief profile of Ms. Vina Joshi is given separately in the notice convening
AGM. Your directors recommend her appointment for the members' approval.
On the recommendations of nomination and remuneration committee, Mr. Vishal Desai has been appointed as Whole-time Director of the Company with effect from 09th August, 2017 to hold office for a term of three years. A brief profile of Mr. Vishal Desai is given separately in the notice convening AGM. Your directors recommend his appointment for the members' approval.
Mr. Bhadresh Bhavsar has resigned as Independent Director of the Company with effect from 09th
August, 2017.
Transfer to Reserves
Due to Loss for the year under review accumulated loss in the tune of Rs. 7.98 Lakhs was transferred
to General Reserve.
Number of Board Meetings held during the year
The number of Board Meetings held during the year from 1st April 2016 to 31st March 2017 is given
below:
1. 27th May, 2016 2. 26th July, 2016 3. 12th August, 2016 4. 22nd August, 2016 5. 14th November, 2016 6. 10th February, 2017 7. 10th March, 2017
The time gap between any two meetings did not exceed four months. The compliance report in
respect of laws applicable to the Company has been periodically reviewed by the Board of Directors
of the Company.
Directors’ Responsibility Statement:
Your directors’ confirm:
I. That in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departure.
23rd Annual Report of Natco Economicals Limited
17
II. That the directors have selected such accounting policies & applied them consistently &
made judgment & estimates that are reasonable & prudent so as to give a true & fair view of
the state of affairs of the company at the end of the financial year & of the Profit of the
company for the year. III. That the directors have taken proper & sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of the company & for preventing & detecting fraud & other irregularities. IV. That the directors have prepared the annual accounts on a going concern basis.
Listed on Stock Exchanges
At Present the Equity shares of the Company are listed and traded with the Bombay Stock Exchange
Limited and the Listing Fee for the year 2017-18 has been duly paid. Scrip Code of the Company is
539595.
Corporate Governance Report
As per SEBI LODR, Compliance with the provisions of regulation 17 through 27 and clauses (b) to (i)
of sub – regulations 46 and Para C, D and E of schedule V is not mandatory for the time being, in
respect of the following class of Companies:
a. Companies having paid –up equity share capital not exceeding Rs. 10 crore and Net Worth
not exceeding Rs. 25 Crore, as on the last day of previous financial year;
b. The listed entity which has listed its specified securities on the SME Exchange;
As such our Company falls in the ambit of aforesaid exemption Consequently Corporate Governance
does not forms part of the Annual Report for the Financial Year 2016-17. However, the Company is
following industry best corporate governance standards.
Associate & Subsidiary Companies
The company does not have any Associate or Subsidiary Companies
Deposits
The Company has not invited or accepted any fixed deposit from the public during the year under
review.
Secretarial Audit
Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as annexure to this
report.
Extracts of Annual Return and other disclosures under Companies (Appointment & Remuneration)
Rules, 2014
The Extract of Annual Return in Form MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013
read with Rule 8 of Companies (Accounts) Rules 2014 and Rule 12 of Companies (Management &
Administration) Rules, 2014 duly certified by the Practising Company Secretary is annexed hereto
23rd Annual Report of Natco Economicals Limited
18
and forms part of this report. Further the Disclosure in the Board Report under Rule 5 of Companies
(Appointment & Remuneration) Rules, 2014 is also annexed hereto and forms part of this report.
Declaration on Independent Directors
The Board of Directors declares that the Independent Directors Mr. Shaishav Shah, Mr. Natvarlal
Chavda & Ms. Vina Joshi:
a) in the opinion of the Board, are persons of integrity and possesses relevant expertise and
experience;
b) who were or were not a promoter of the company or its holding, subsidiary or associate
company who are not related to promoters or directors in the company, its holding,
subsidiary or associate Company;
c) Who have or had no pecuniary relationship with the company, its holding, subsidiary or
associate company;
d) Their promoters or directors, during the two immediately preceding financial years or during the current financial year;
e) None of whose relatives has or had pecuniary relationship or transaction with the company,
its holding, subsidiary or associate company or their promoters, or directors, amounting to
two percent or more of its gross turnover of total income or fifty lakh rupees or such higher
amount as may be prescribed, whichever is lower, during the two immediately preceding
financial years or during the current financial year;
Who, either himself or any of his relatives –
i. Holds or has held the position of a key managerial personnel or is or has been employee of
the company or its holding, subsidiary or associate company in any of the three financial
years immediately preceding the Financial Year in which he is proposed to be appointed;
ii. is or has been an employee or propriety or a partner, in any of the three financial years
immediately preceding the Financial Year in which he is proposed to be appointed, of –
A Firm of Auditors or Company Secretaries in Practice or Cost Auditors or the Company or its
Holding, Subsidiary or Associate Company; or
Any legal or a consulting firm that has or had any transaction with the Company, its Holding,
Subsidiary or Associate Company amounting to ten percent or more of the gross turnover of
such firm;
iii. Holds together with his relative two per cent, or more of the total voting power of the
Company; or
iv. Is a Chief Executive or Director, by whatever name called, of any non-profit organization that
receives twenty-five percent or more of its receipts from the Company, any of its Promoters,
Directors or its Holding, Subsidiary or Associate Company or that holds two per cent or more
of the total voting power of the Company.
23rd Annual Report of Natco Economicals Limited
19
Particulars of Loans, Guarantees or Investments
The particulars of Loans, Guarantees or Investments as covered under provision of section 186 of the
Companies Act, 2013 made by the Company during Financial Year 2016-17 are given under the
respective head and the same is furnished in the notes to the Financial Statement.
Related Party Transactions
There were no materially and significant transaction with Related Parties i.e. Promoters, Directors or
the Management, their Subsidiaries or relatives conflicting with the Companies interest. There were no transactions that took place with related parties which can be considered not to be in the normal course of business.
Particulars of Employees
None of the Employees of the Company was in receipt of the remuneration exceeding the limits
prescribed under section 197 of the Companies Act, 2013 as amended, during the year under
review.
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and out-go. Since your Company does not own any manufacturing facility particulars about Conservation of Energy and Technology Absorption are not applicable. The Foreign Exchange Earnings and out-go for the year under review is nil.
Risk Management Policy Implementation
The board takes responsibility for the overall process of risk management in the organization. Risk Management is the process of minimising and mitigating the risk. Its start with identification and evaluation of risk. The Company has followed strict approach to deal with possibility of any risk in the finance business. To Control the Operational risk Company has taken several measures and applied strict credit strategies. Through a detailed risk management programme, each functional head addresses opportunities and the attendant risks through a systematic approach aligned to the Company's objectives. The audit committee also reviews reports covering operational, financial and other business risk areas.
Formation and Adoption of Different Policies:
a) Policy Determination of Materiality: In Accordance with Regulation 30 of the SEBI (Listing
Obligation and Disclosure Requirements) Regulation, 2015 the Company has adopted a policy
determination of Materiality containing Disclosure of Events or Information relating to specified
securities.
b) Policy for Preservation of Documents: Regulation 9 of SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 requires every listed entity should formulate a policy for
preservation of documents and accordingly the Company has adopted the same and uploaded the
same on the website.
c) Policy on Materiality of Related Party Transactions: The Company has adopted a policy of
Related Party Transactions with a view to set out the materiality thresholds for the Related Party
Transactions and the manner of dealing with the transactions between the Company and its related
23rd Annual Report of Natco Economicals Limited
20
parties based on the Companies Act, 2013, SEBI (LODR) Regulations and any other laws and
regulations as may be applicable to the Company.
d) Whistle Blower Policy: The Company has adopted the Whistle Blower Policy for their
employees and directors to report the concerns about unethical behaviour, actual or suspected
fraud or violation of the code of conduct or policy as per Section 177(9) of the Companies Act, 2013
and as per Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015.
Remuneration policy
A Nomination & Remuneration Policy has been formulated pursuant to the provisions of section 178
and other applicable provisions of the Companies Act, 2013 and rules thereto and SEBI LODR stating
therein the Company’s policy and Directors/Key Managerial Personnel/other Employees
appointment and remuneration recommended by the Nomination and Remuneration Committee
and approved by the Board of Directors. The said policy may be referred on Company’s Website.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions
of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the rules framed there under. During the financial year 2016-17, the Company has not received any
complaint on sexual harassment.
Auditors
M/s. Jayesh Patel & Co, Chartered Accountants, Ahmedabad, (Membership No. 034745), retires at
the ensuing Annual General Meeting and are eligible for re-appointment. In accordance with the
provisions of the Companies Act, 2013, it is proposed to re-appoint them as Auditors for the
Financial Year 2017-18 from the conclusion of this Annual General Meeting (AGM) until the
conclusion of the next Annual General Meeting, subject to the approval of shareholders.
Audit Committee
The Audit Committee comprises of Mr. Shaishav Shah (Independent Director) Mr. Vishal Desai
(Independent Director) and Mr. Ashish Pandya all are financially literate and having accounting and
related Administrative Expertise.
The Independent Auditors and the Secretarial Auditors of the Company are also invited to the Audit
Committee meetings. The Chairman of the Audit Committee Mr. Shaishav Shah was present at the
Annual General Meeting of the Company held on 29th September, 2016.
During the financial year 2016-17 Seven (7) meetings of the Audit Committee were held as on:
1. 27thMay, 2016 2. 26thJuly, 2016 3. 12thAugust, 2016 4. 22ndAugust, 2016 5. 14thNovember, 2016 6. 10thFebruary, 2017 7. 10th March, 2017
23rd Annual Report of Natco Economicals Limited
21
As on March 31, 2017, all three Directors of the Board are the Members of Audit
Committee & the details of the meetings attended by members during the year 2016-17
are as follows:
Name of Member Designation No. of
Meeting held
No. of
Meeting
attended
Dhvani Contractor Chairman 7 7
Ashish Pandya Member 7 3
Shaishav Shah Member 7 1
Stakeholders Relationship Committee
In compliance with the provisions of Listing Agreement and Section 178 of Companies Act, 2013, the Company re-constituted this committee as “Stakeholders Relationship Committee”. This committee of the Board of the Company looks into various issues relating to shareholders/investors including transfer and transmission of shares held by shareholders in physical format as well as non-receipt of dividend, Annual Report, shares after transfer and delays in transfer of shares. The committee also looks into issues including status of dematerialization/rematerialization of shares and issue of duplicate share certificates and tracks investor complaints and suggests measures for improvement from time to time.
During the financial year 2016-17 Seven (7) meetings of the Shareholders’/ Investors’ Grievance Committee were held as on:
1. 26th July, 2016 2. 12th August, 2016 3. 14th November, 2016 4. 10th March, 2017
As on March 31, 2017, the Shareholders’/ Investors’ Grievance Committee comprised of the following
members & the details of the meetings attended by members during the year 2016-17 are as follows:
Name of Member Designation No. of
Meeting held
No. of
Meeting
attended
Ashish Pandya Chairman 4 2
Shaishav Shah Member 4 1
Dhvani Contractor Member 4 4
Nomination and Remuneration Committee
In compliance of Section 178 of Companies Act, 2013 the Board has constituted the Remuneration Committee. The terms of reference of the committee inter alia include Succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criteria’s, identifying potential individuals for appointment of Key Managerial Personnel and other Senior Managerial position and review the performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the
23rd Annual Report of Natco Economicals Limited
22
performance of individual and group and also maintains a balance between fixed and incentive pay reflecting both short and long term objectives of the Company.
Acknowledgement
Your Directors wish to place on record their appreciation for the whole hearted and sincere co-
operation the Company has received from its banker, State Bank of India and various Government
agencies. Your Directors also wish to thank all the employees for their co-operation.
For Natco Economicals Limited Place: Ahmedabad Ashish Pandya Vishal Desai Date: 26th May, 2017 (Whole Time Director) (Director)
23rd Annual Report of Natco Economicals Limited
23
ECONOMIC OUTLOOK
India remains the fastest growing economy in the world - economic fundamentals are strong, and
reform momentum continues. GST is on track for implementation in the second quarter of the fiscal
year, and is expected to yield substantial growth dividends from higher efficiencies, and raise more
revenues in the long term, according to a new World Bank report. While, agriculture growth
delivered in 2016-2017, the report notes that investment growth remains subdued, partly because
of banking sector stress. IMF projects India to grow at 7.7 per cent in 2018, estimating a significant
increase against the backdrop of ongoing economic reforms. However India’s economy was slowing
down in early FY17, until the favorable monsoon started lifting the economy, but the recovery was
temporarily disrupted by the government’s “demonetization” initiative. On November 8, 2016, the
government demonetized 86 percent of India’s currency in circulation. Demonetization caused an
immediate cash crunch, and activity in cash reliant sectors was affected. GDP growth slowed to 7.0
per cent year-on-year (y/y) during the third quarter of 2016-2017 from 7.3 percent in the first
quarter. GDP growth in the fourth quarter of the previous financial year, 2016-17, has turned out to
be below the expectation of most economic analysts. India’s economic growth slowed to 6.1% in the
fourth quarter ending March 2017, compared with 7.1% in the previous quarter, as the
government’s note ban decision slowed activity in cash-dependent sectors.
COMPANY OVERVIEW AND PERFORMANCE
India has a diversified financial sector undergoing rapid expansion, both in terms of strong growth of
existing financial services firms and new entities entering the market. However the November 2016
demonetisation hit micro finance companies very badly as loan repayments slowed down and
defaults increased. On a year-on-year basis, break-up of the GVA data shows that all sectors, with
the exception of agriculture and the public administration segment saw a sharp slowdown. Growth
in the finance sector slowed to a mere 2.2 percent compared to 9 percent in the year-ago period.
The rating agency expects net interest margins for micro finance companies to decline to 80 to 100
basis points. Operating expenses are also likely to increase due to investments to be made on
information technology and collections infrastructure by most players. Although your company is
overcome to the fear of Bad and doubtful debts however cautious approach is demand in the
current scenario. Clearly a business which has to manage its 80%costs with staff, occupancy costs
cannot be viable unless there is 99% efficiency in collections.
OPPORTUNITIES & THREATS:
Any changes in the regulatory environment could affect the performance of the Company. The
financial policies and the monetary policies are able to lead the growth of financial sector. The Indian
Management Discussion & Analysis
23rd Annual Report of Natco Economicals Limited
24
banking sector has put ‘digital transformation’ high on its agenda, especially after the
demonetisation announcement. This pushed the industry to work quickly to enhance its customer
facing platforms and invest in payment tools. Your Company also aims at using its technological
advantage and an unique business model to reduce the cost of funds for the borrowers and earn a
greater spread than its competitors.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has established its internal control system commensurate with the requirement of its
size. The Company has proper and adequate system of internal controls to ensure that all its assets
are safeguarded and protected against loss from unauthorized use or disposition of assets and that
the transactions are recorded and reported. The Finance Department of the company is well staffed
with experienced and qualified personnel who will play an important role in implementing and
monitoring the internal control environment and compliance with statutory requirements.
The Internal Control Systems and the procedures have been repeatedly fine-tuned and improved
upon in line with business changes. The Company has also established Standard Operating
Procedures for all its functional areas. The internal controls and audit systems are being reviewed
periodically by the management and Audit Committee and steps are taken as part of continuous
improvement.
HUMAN RESOURCE:
The relationship with the employees continues to be cordial. The Company recognizes the
importance and contribution of its employees for its growth and development and constantly
endeavours to train nurture and groom its people The Company puts emphasis on attracting and
retaining the right talent. The company places emphasis on training and development of employees
at all levels and has introduced methods and practices for Human Resource Development.
CAUTIONARY STATEMENT: [
The Management Discussion and Analysis have been included in consonance with the Code of
Corporate Governance as approved by The Securities and Exchange Board of India (SEBI). Investors
are cautioned that these discussions contain certain forward looking statements that involve risk and
uncertainties including those risks which are inherent in the Company’s growth and strategy. The
company undertakes no obligation to publicly update or revise any of the opinions or forward
looking statements expressed in this report consequent to new information or developments, events
or otherwise. The operational performance and future outlook of the business has been reviewed by
the management based on current resources and future development of the Company.
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT
PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT:
This is to confirm that the Company has adopted a Code of conduct for its employees including the
director. I confirm that the Company has in respect of the financial Year ended 31st March, 2017,
23rd Annual Report of Natco Economicals Limited
25
received from the Senior Management team of the Company and the members of the Board, a
declaration of Compliance with the code of Conduct as applicable to them.
For Natco Economicals Limited Place: Ahmedabad Ashish Pandya Vishal Desai Date: 26th May, 2017 (Whole Time Director) (Director)
23rd Annual Report of Natco Economicals Limited
26
Code of Conduct and CEO/CFO Certification
In Compliance with the Listing Agreement, the Company has adopted a code of conduct for its
Directors and Senior Executives. The details code of conduct is available at Company’s website at:
www.natecoltd.com
I, Ashish Pandya, Whole Time Director and CEO of the Company, hereby declare that to the best of
my knowledge and belief, all the directors and the senior management personnel of the Company
have confirmed compliance with the Company's Code of Conduct, as applicable to them, for the year
ended on 31 March 2017.
Certificate By Chief Executive Officer (CEO)
I,Ashish Pandya, Director of Natco Economicals Limited to the best of our knowledge and belief
hereby certify that: (a) I have reviewed the financial statements and the cash flow statement for the year ended
31stMarch, 2017 and that to the best of our knowledge and belief;
These statements do not contain any materially untrue statement or omit any material fact
nor contain statements that might be misleading, and
These statements present a true and fair view of the Company’s affairs and are in compliance with the existing accounting standards, applicable laws and regulations. (b) There are, to the best of our knowledge and belief, no transactions entered into by the
Company during the year, which are fraudulent, illegal or violate the Company’s code of
conduct; (c) I accept responsibility for establishing and maintaining internal controls, we have evaluated
the effectiveness of the internal control systems of the Company and we have disclosed to
the auditors and audit committee, deficiencies in the design or operation on internal
controls, if any, of which we are aware and the steps that we have taken or propose to take
to rectify the identified deficiencies and (d) I have informed the auditors and the audit committee that :
a. There has not been any significant changes in internal control over financial
reporting during the year under reference; b. There has not been any significant changes in accounting policies during the year
requiring disclosed in the notes to the financial statements; and
c. There has not been any instances of significant fraud of which we have become
aware and the involvement therein, if any, of the management or an employee
having a significant role in the Company’s internal control system over financial
reporting.
Place: Ahmedabad Ashish Pandya
Date: 26th May, 2017 (Whole-time Director)
23rd Annual Report of Natco Economicals Limited
27
AS ON THE FINANCIAL YEAR ENDED ON 31.03.2017 [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I. Registration and Other Details
1 CIN L65910GJ1994PLC022240
2 Registration Date 10/06/1994
3 Name of the Company NATCO ECONOMICALS LIMITED
4 C a t e g o r y / S u b –category Public limited /Limited By shares
of the Company
5 Address of the Registered office 304, Abhijit-1, Mithakali Six Roads, with Contact Details Navarangpura, Ahmedabad-380006
Email Id: [email protected]
6 Whether Listed Company Listed
7 Name, Address& Contact M/s. MCS Share Transfer Agent Details of Registrar & Share
Transfer Agents. Limited
10, Aaram Apartment, Sampatrao
Colony 12, Behind Laxmi Hall, Alkapuri,
Vadodara – 390 007
Email: [email protected]
Website: www.mcsdel.com
II. Principal Activities of the Company All the business activities Contributing 10% or more of the total turnover of the Company be stated.
Sr. Name and Description of NIC Code of % to total No. Main the Product/ turnover of
Products/Services Service the company
1. Activities of commercial 65923 100
loan companies.
III. Particulars of Holding, Subsidiary and Associate Companies
Natco Economicals Limited does not have any Subsidiary or Associate Company
Form No. MGT-9
Extract of Annual Return
23rd Annual Report of Natco Economicals Limited
28
IV. Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category wise Shareholding
Category of Shareholders
No. of Shares held at the beginning of the Year (01.04.2016)
No. of share held at the end of the year (31.03.2017)
% change during the year
Demat Physical Total % of Demat Physical Total % of Total Total Shares Shares
A. Promoters
(1) Indian
Individual/ -- -- -- -- -- -- -- -- -- HUF
Central -- -- -- -- -- -- -- -- -- Govt.
State -- -- -- -- -- -- -- -- -- Govt(s)
Bodies 330500 -- 330500 11.02 330500 -- 330500 11.02 --
Corp.
Banks/FI -- -- -- -- -- -- -- -- --
Any Other -- -- -- -- -- -- -- -- --
Sub-Total 330500 -- 330500 11.02 330500 -- 330500 11.02 -- (A) (1):-
(2) Foreign
NRIs- -- -- -- -- -- -- -- -- -- Individual
Other- -- -- -- -- -- -- -- -- -- Individual
Bodies -- -- -- -- -- -- -- -- --
Corp.
Banks/FI -- -- -- -- -- -- -- -- --
Any Other -- -- -- -- -- -- -- -- --
Sub-Total -- -- -- -- -- -- -- -- -- (A) (2):-
Total 330500 -- 330500 11.02 330500 -- 330500 11.02 -- Sharehold ing of Promoter
(A)=(A)(1)+( A)(2) B. Public Shareholding
23rd Annual Report of Natco Economicals Limited
29
Institutions
Mutual -- -- -- -- -- -- -- -- -- Funds Banks/FI -- -- -- -- -- -- -- -- -- Central -- -- -- -- -- -- -- -- -- Govt. State -- -- -- -- -- -- -- -- -- Govt(s) Venture -- -- -- -- -- -- -- -- -- Capital Funds Insurance -- -- -- -- -- -- -- -- -- Companies FIIs -- -- -- -- -- -- -- -- -- Foreign -- -- -- -- -- -- -- -- -- Venture
Capital
Funds Others -- -- -- -- -- -- -- -- -- (specify)
Sub-Total 0 0 0 0 0 0 0 0 0
(B) (1):-
2. Non -
Institution
S (a)Bodies -- -- -- -- -- -- -- -- -- Corp. Indian -- -- -- -- -- -- -- -- -- Overseas -- -- -- -- -- -- -- -- -- b) -- -- -- -- -- -- -- -- -- Individuals
Individual 830395 580400 1410795 47.02 544980 80700 625680 20.85 (26.17) Shareholde rs holding
nominal
Share Capital upto Rs.2 Lakh
23rd Annual Report of Natco Economicals Limited
30
Individual 1173705 85400 1259105 41.96 1074079 -- 1074079 35.80 6.16 shareholde rs holding nominal Share capital in excess of
Rs.2Lakh
c) others -- -- -- -- 970141 -- 970141 32.33 32.33
(specify)
Clearing House HUF -- -- -- -- -- -- -- -- --
NRIs -- -- -- -- -- -- -- -- Trusts ---- -- -- -- -- -- -- -- --
Sub-Total 2004100 665800 2669900 88.98 2589200 80700 2669900 88.98 --
(B)(2)
Total 2004100 665800 2669900 88.98 2589200 80700 2669900 88.98 --
Public
Sharehold Ing
(B)=(B)(1)+(
B)(2)
C. Shares -- -- -- -- -- -- -- -- --
held by Custodian for GDRs *
ADRs
Grand 2334600 665800 3000400 100 2919700 80700 3000400 100 -- Total(A+B
+C)
23rd Annual Report of Natco Economicals Limited
31
(ii) Shareholding of Promoters
Sl Shareholder’s Shareholding at the beginning of Shareholding at the end of the % No. Name the year (01.04.2016) year (31.03.2017) chan
ge in share holdi ng durin g the year
No. of % of %of shares No. of % of %of shares shares total pledged/ shares total pledged/ shares encumbered shares encumbered of the to total of the to total Company shares Company shares
Natco Synthetics 330500 11.02 -- 330500 11.02 -- -- 1 Private Limited
(iii) Change in Promoters’ Shareholding (please specify, if there is no change) –No Change in Shareholding of Promoters during the Year under Review
(iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of
GDRs and ADRs)
Sr. Name of Shareholders Shareholding at the Shareholding at the
No. beginning of the year end of the year
No. of % of total No. of % of total Shares shares of Shares shares of the the
company company
1. BIRAJ MANIMPEX PVT. LTD. 88507 3.0314 88507 3.0314
2. GCL SECURITIES PVT. LTD. 59714 2.0452 59714 2.0452
3. BABULAL DHANRAJ SHAH 52080 1.7837 52080 1.7837
4. KEVADIYA ARUNABEN P 47890 1.6402 47890 1.6402
5. LAVENDER BUSICOM LLP 46729 1.6005 46729 1.6005
6. VIJUBEN TRIKAMBHAI KEVADIYA 44950 1.5395 44950 1.5395
7. PANKAJKUMAR TRIKAMBHAI KEVADIYA 42100 1.4419 42100 1.4419
8. BHUMIKA CONSULTANCY PVT. LTD. 41903 1.4352 41903 1.4352
9. DESAI HIRENBHAI ASHWINBHAI HUF 41690 1.4279 41690 1.4279
10. DESAI SUNNY ASHWINBHAI 41690 1.4279 41690 1.4279
23rd Annual Report of Natco Economicals Limited
32
(v) Shareholding of Directors and Key managerial Personnel:
Sr. Shareholding at the Cumulative Shareholding No. beginning of the year during the year
No. of % of total No. of % of total Shares shares of Shares shares of
the the
company company
A Director
1. Ashish Pandya -- -- -- --
B Key managerial
Personnel
1. Ashish Pandya -- -- -- --
2. Ms. Shipra Mapara* -- -- -- --
Ms. Shipra Mapara appoint w.e.f. 06th July, 2017.
A. Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Particulars Secured Unsecured Deposit Total Loans Loans Indebtedness excluding
deposits Indebtedness at the
beginning of the financial
-- -- -- -- year (i) Principal Amount -- -- -- -- (ii) Interest due but not paid -- -- -- -- (iii) Interest accrued but not due
Total (i+ii+iii) -- -- -- -- Change in Indebtedness
-- -- -- -- during the financial year Additions -- -- -- --
Reduction -- -- -- --
Net Change -- -- -- --
Indebtedness at the end of the financial year
-- -- -- -- (i) Principal Amount (ii) Interest due but not paid -- -- -- --
(iii) Interest accrued but not -- -- -- -- due
Total (i+ii+iii) -- -- -- --
23rd Annual Report of Natco Economicals Limited
33
B. Remuneration of Directors and Key Managerial Personnel
A. Remuneration of Managing Director, Whole-Time Director and/or Manager
Sr. Particulars of Remuneration Name of Managing Total no Director/Whole-time Amount
Director / Manager
Mr. Ashish Pandya
1. Gross Salary (a) Salary as per provisions contained in -- -- Section 17(1) of the Income-Tax Act, 1961
--
(b) Value of perquisites u/s 17(2) of Income Tax
Act, 1961
-- --
(c) Profits in lieu of salary under section 17(3) --
of Income Tax Act, 1961 --
2 Stock Option -- -- 3. Sweat Equity -- -- 4. Commission No commission was --
- As % of profit Paid during the year - Others, specify…
5. Others, please specify -- -- Total (A) -- -- Ceiling as per Companies Act, 2013 -- --
B. Remuneration to other Directors
Sr. No.
Particulars of Remuneration
1. Independent Directors Ms. Dhvani Contractor
Mr. Bhadresh Bhavsar
Total Amount
- Fees for attending Board/Committee Meetings - Commission - Others, please specify
22500/- 22500/- 45000/-
2. Other Non-Executive Directors - - -
- Fees for attending Board/Committee Meetings - Commission - Others, please specify
Total = (1+2) 22500 22500 45000
Total Managerial Remuneration 22500 22500 45000
Overall ceiling as per Companies Act, 2013
23rd Annual Report of Natco Economicals Limited
34
C.REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER/ WTD
Sr. No.
Particulars of Remuneration Key Managerial Personnel
Company Secretary
CFO Total
1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s
17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income-tax
Act, 1961
2,40,000
---
---
---
---
2,40,000
---
---
2. Stock Option -- -- --
3. Sweat Equity -- -- --
4. Commission - as % of profit - others, specify…
-- -- --
5. Others, please specify -- -- --
Total 2,40,000
2,40,000
(vi) Penalties/Punishment/Compounding of offences:
Type Section of Brief Details of Authority Appeal the Description Penalty / [RD/NCLT/ made, if Companies Punishment/ COURT] any Act Compounding (give
fees imposed details)
A. Company Penalty -- -- -- -- -- Punishment -- -- -- -- -- Compounding -- -- -- -- --
B. Directors Penalty -- -- -- -- -- Punishment -- -- -- -- -- Compounding -- -- -- -- --
C. Other Officers in Default -- -- -- -- -- Penalty -- -- -- -- -- Punishment -- -- -- -- -- Compounding
23rd Annual Report of Natco Economicals Limited
35
Disclosure in the Board’s Report under Rule 5 of Companies (Appointment
&Remuneration) Rules, 2014
1. The Total Salary /Employee Benefits Expense for the year 2016-17 was Rs. 5,51,278 out of
which, Rs. 2,40,000 was paid to the Company Secretary of the Company and balance of
Rs. 3,11,278 was paid to other employees.
2. During the year under review there was no increase in remuneration of any Director
/KMP/ Employee of the Company.
3. The total number of employees stood at 4 as on year ended 31st March, 2017.
4. There was no CEO/CFO other than Whole Time Director for the year 2016-17. The
Whole Time Director acts as CFO of the Company.
5. The Board of Directors of the Company affirms that the remuneration is as per the
remuneration policy of the Company.
23rd Annual Report of Natco Economicals Limited
36
For The Financial Year Ended 31.03.2017 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To, The Members, Natco Economicals Limited 304, Abhijit-1, Nr. Mithakhali Six Road, Navarangpura Ahmedabad – 380006
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Natco Economicals Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.
Based on our verification of the Natco Economicals Limited’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorised representatives during the conduct of secretarial audit and as per the explanations given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2017 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by Natco Economicals Limited (“the Company”) for the financial year ended on 31st March, 2017, according to the applicable provisions of:
i. The Companies Act, 2013 (‘the Act’) and the rules made there under, as applicable;
ii. The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company:
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
Form No. MR-3
Secretarial Audit Report
23rd Annual Report of Natco Economicals Limited
37
d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable)
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable. The Company has not issued any debt securities during the year under review)
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not Applicable. The Company is not registered as Registrar to Issue and Share Transfer Agent during the financial year under review)
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable. The shares of the Company are not delisted at any stock exchange, during the year under review) and
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable. The Company not bought back any shares / securities during the year under review)
(vi) As informed to me the following other Laws specifically applicable to the Company as under:
1. The Negotiable Instruments Act, 1881; 2. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not constituted an internal complaints Committee. However the Company, being certified under Worldwide Responsible Accredited Production (WRAP), has a committee for prevention of sexual harassment of women at work place.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards relating to General and Board Meeting Minutes issued by The Institute of
Company Secretaries of India. (ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange Limited.
During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above subject to the observations noted against
each legislation.
In respect of other laws specifically applicable to the Company, I have relied on information/records
produced by the Company during the course of my audit and the reporting is limited to that extent.
I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
All decisions of the board were unanimous and the same was captured and recorded as part of the
minutes.
23rd Annual Report of Natco Economicals Limited
38
I further report that there is scope to improve the systems and processes in the company and
operations of the company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, and Standards etc. except that following:-
1. During the year under review, the Company has filed required forms and returns with the Registrar of Companies, Gujarat / MCA, within prescribed time, except following Forms filed with delay as stated hereunder, with additional filing fees.
Form No. Date of Event Date of Filing Delayed by days Additional Filing Fees paid
DIR-12 01/09/2016 24/10/2016 23 1200
INC-22 26/07/2016 24/10/2016 60 3600
MR-01 01/09/2016 28/11/2016 28 1200
MGT-14 01/09/2016 28/11/2016 58 2400
2. Non appointment of Chief Financial Officer as per Section 203 of the Companies Act, 2013. We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notices for convening of Board Meetings were given to all Directors at least seven days in advance with agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Decisions at the Board Meetings, as represented by the management, were taken unanimously.
We further report that based on review of compliance mechanism established by the Company and on the basis of the Compliance Certificate(s) issued by the whole time Director and taken on record by the Board of Directors at their meeting(s), we are of the opinion that there are adequate systems and processes in place in the Company which is commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We have relied on the report of internal as well as statutory Auditors of the Company for compliance system relating to direct tax, indirect tax and other tax laws.
i. We further report that during the audit period there were no instances of a. Public / Rights / Preferential Issue of Shares / Debentures / Sweat Equity b. Redemption / Buy Back of Securities c. Merger / Amalgamation / Re-construction etc. d. Foreign Technical Collaboration / Equity Participation.
Place: Vadodara For S Bhattbhatt & Co. Date: 26th May, 2017 Company Secretaries
S D Bhattbhatt (Practicing Company Secretary) ACS No: A11975 CP No.: 10427
23rd Annual Report of Natco Economicals Limited
39
To,
The Members, Natco Economicals Limited 304, Abhijit-1, Mithakhali Six Roads, Navarangpura, Ahmedabad – 380006 Ref: Secretarial Audit Report dated 26th May, 2017 pursuant to Section 204 (1) of the Act read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
1. Maintenance of Secretarial Records is the responsibility of the Management of the Company. Our
responsibility is to express an opinion on these Secretarial Records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the secretarial records. The verification was done
on the test basis to ensure that correct facts are reflected in the records. We believe that the
processes and practices we followed provided reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of the financial records and books of
accounts of the Company and have relied upon the reports of designated professionals including
statutory auditors for the purpose.
4. Wherever required, we have obtained the management representations about the compliance of
laws, rules, regulations and happening of events etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations and
standards is the responsibility of the management. Our examination was limited to the verification
of procedures on test basis.
6. The secretarial audit report is neither an assurance as to the future viability of the Company nor
of the efficacy or effectiveness with which the management has conducted the affairs of the
Company. Place: Vadodara For S Bhattbhatt& Co. Date: 26th May, 2017 Company Secretaries
S D Bhattbhatt (Practicing Company Secretary) ACS No: A11975 CP No.: 10427
23rd Annual Report of Natco Economicals Limited
40
To the Members of
Natco Economicals Limited
Report on the Financial Statements We have audited the accompanying financial statements of Natco Economicals Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss and Cash Flow for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that
give a true and fair view of the financial position, financial performance and cash flows of the
Company in accordance with the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.
This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation
of the financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section
143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the
disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal financial
control relevant to the Company’s preparation of the financial statements that give a true and fair
view in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on whether the company has in place an adequate internal
Independent Auditors Report
23rd Annual Report of Natco Economicals Limited
41
financial controls system over financial reporting and the operating effectiveness of such controls.
An audit also includes evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating
the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the financial statements.
Opinion In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Act in the manner so required
and give a true and fair view in conformity with the accounting principles generally accepted in India
of the state of affairs of the Company as at March 31, 2017 and its Profit and its cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order 2016 (“ the Order), issued by the
Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give
in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that: a. We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit;
b. In our opinion proper books of account as required by law have been kept by the Company
so far as it appears from our examination of those books; c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this
Report are in agreement with the books of account; d. In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014; e. On the basis of the written representations received from the directors as on 31st March,
2017 taken on record by the Board of Directors, none of the directors is disqualified as on
31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act; f. With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors)Rules, 2014, in our opinion and to the best of
our information and according to the explanations given to us: I. The Company does not have any pending litigations which would impact its financial
position. II. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
III. There were no amounts which were required to be transferred, to the Investor Education
and Protection Fund by the Company.
23rd Annual Report of Natco Economicals Limited
42
Annexure to Auditor’s Report
The Annexure referred to in the Auditor’s Report to the Member of Natco Economicals Limited on the accounts for the year ended 31st March, 2017, we report that: On the basis of such checks as we considered appropriate and according to the information and
explanation given to us during the course of our audit, we report that:
1. (a) The Company is maintaining proper records showing full particulars, including quantitative
details and situation of fixed assets.
(b) These Fixed Assets have been physically verified by the management at reasonable intervals,
No material discrepancies were noticed on such verification and the same have been properly dealt
with in the books of account.
2. The company does not have any inventory during the year. Accordingly, the provision of Clause
(ii) (a), (b), and (c) of the Order is not applicable to the company.
3. The Company has not granted any loan, secured or unsecured to companies, firms or other
parties covered in the register maintained under Section 189 of the Companies Act, 2013.
4. In our opinion and according to the information and explanations given to us, there are adequate
internal control procedures commensurate with the size of the company and the nature of its
business, for the purchase of inventories & fixed assets and for sale of goods & services. During the
course of our audit, we have not observed any major weaknesses in the internal controls.
5. The Company has not accepted any deposits from the public covered under section 73 to 76 or
any other relevant provisions of the Companies Act, 2013 and rules made there under.
6. We have been informed that the Central Government has not prescribed for the maintenance of cost records under section 148(l) of the Companies Act, 2013.
7. (a) According to the records of the company, undisputed statutory dues including Provident
Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Duty of Custom,
Duty of Excise, Value Added Tax, Cess and any other statutory dues to the extent applicable have
been regularly deposited with the appropriate authorities. According to the information and
explanations given to us no undisputed amount payable in respect of aforesaid dues were
outstanding as at 31st of March, 2017 for a period of more than six months from the date they
became payable.
(b) According to the information and explanations given to us, there are no dues of Sales Tax,
income tax, wealth tax, service tax, Duty of customs and Duty of excise which have not been
deposited on account of any disputes. (c) There were no amounts which were required to be transferred to investor education and
protection fund in accordance with the relevant provisions of the Companies Act, 2013 and rules
made there under.
8. The Company does not have any accumulated loss. The company has not incurred cash loss
during the financial year covered by our audit as well as in the immediately preceding financial year.
23rd Annual Report of Natco Economicals Limited
43
9. Based on our audit procedures and on the information and explanations given by the
management, we are of the opinion that, the Company has not taken any loan from a financial
institution, bank and also not issued any debenture.
10. According to the information and explanations given to us, the Company has not given any
guarantees for loan taken by others from a bank or financial institution.
11. Based on the information explanation given to us by the management, we report that the
company has not raised any term loans during the year.
12. According to the information and explanations given to us, we report that no fraud on or by the
Company has been noticed or reported during the year.
For Jayesh B. Patel & Co. Chartered Accountants
CA Jayesh Patel Place: Ahmedabad Proprietor Date: 26th May, 2017 Membership No: 34745
23rd Annual Report of Natco Economicals Limited
44
Balance sheet for the Year ended on 31st March, 2017 in Rs.
Particulars Note No
As at 31st March, 2017
As at 31st March, 2016
I. EQUITY AND LIABILITIES
(1) Shareholder's Funds (a) Share Capital
(b) Reserves and Surplus
A B
30,004,000 (7,98,976)
30,004,000 (11,86,517)
(2) Non-Current Liabilities
(a) Deferred tax liabilities (Net) 16,936 16,936 (b) Other Long term liabilities
-- --
(3) Current Liabilities
(a) Other current liabilities C -- (b) Short-term provisions
D 1,68,608 82,500
Total 29,390,568 28,916,919
II. Assets
(1) Non-current assets
(a) Fixed assets (i) Tangible assets E 3,23,136 3,54,986 (ii) Intangible assets
(b) Non-current investments F 18,10,700 18,10,700 (c) Deferred tax assets (net) (d) Long term loans and advances
G -- --
(2) Current assets
(a) Cash and Cash Equivalents H 8,70,225 10,45,077 (b) Short-term loans and advances I 1,82,59,600 10,112,000 (c) Other current assets
J 81,26,907 15,594,156
Total 29,390,568 28,916,919
For Jayesh B. Patel & Co. For Natco Economicals Limited
Chartered Accountants
CA Jayesh Patel (Proprietor) Ashish Pandya Shaishav Shah
Membership No: 34745 (Whole Time Director) (Director) Place: Ahmedabad Date: 26th May, 2017
23rd Annual Report of Natco Economicals Limited
45
Statement of Profit and Loss for the year ended 31st March, 2017 in Rs.
Particulars
Note 31st March, 31st March, No 2017 2016
I. Revenue from operations K 34,42,692 28,22,681
II. Other Income L 39,729 84,936
III. Total Revenue (I +II)
34,82,421 29,07,617
IV. Expenses: 5,51,278 4,90,248 Employee benefit exp M
Other expenses N 21,15,680 13,34,483
BSE Expense 2,30,000 25,41,900
Total Expenses 28,96,958 44,06,763
V. Profit before Interest, Depreciation 585,463 (14,59,013)
and tax
31,832 40,133 Depreciation
VI. Profit before tax 5,53,631 (14,99,146)
VII. Tax expense:
Current tax 166,090 --
Deferred tax 4248
VIII. Profit /Loss Before Extra-Ordinary items 3,87,541 (15,03,394)
Extra- Ordinary Items - 80000
IX. Profit/(Loss) for the year 3,87,541 (15,83,394)
IX. Earning per equity share:
0.012 (0.5277)
Basic & Diluted (Rs.10/- each)
For Jayesh Patel & Co. For Natco Economicals Limited
Chartered Accountants
CA Jayesh Patel (Proprietor) Ashish Pandya Shaishav Shah
Membership No: 34745 (Whole Time Director) (Director) Place: Ahmedabad Date: 26th May, 2017
23rd Annual Report of Natco Economicals Limited
46
Cash Flow Statement for the Year Ended March 31, 2017
STATEMENT OF CASH FLOW : 2016-17 2015-16
(A) : CASH FLOW FROM OPERATING ACTIVITIES: Net Profit after taxation and extraordinary items 387541 (1583394)
Adjustment for :
Depreciation 31832 40133
Interest Expenses - -
Profit on sale of Fixed Assets - -
Provision for Taxation Written back - -
Income (3442692) (2907617)
Operating Profit before Working Capital changes (3023319) (4450878)
Movement in Working Capital
(Increase) / Decrease in Loans & Advances (8147600) 5371570
(Increase) / Decrease in Other Current Assets 7467249 (4508066)
(Increase) / Decrease in Trade Receivable - -
Increase / (Decrease) in Trade Payables - -
Increase / (Decrease) in Current Liabilities & Provisions 86108 -
(Increase) / Decrease in Inventories
(Increase) / Decrease in Deferred tax liability 0 4248
NET CASH GENERATED FROM OPERATING ACTIVITIES (594243) 867752
(B) : CASH FLOW FROM INVESTING ACTIVITIES :
(Increase) / Decrease in Investments 0 648000
Interest Income 3442692 2907617
Addition / Purchase of Fixed Assets
Sale proceeds of Fixed Assets
NET CASH GENERATED FROM INVESTING ACTIVITIES 3442692 3555617
(C) : CASH FLOW FROM FINANCING ACTIVITIES :
Interest Expenses - -
Proposed Dividend - -
Issue of Share capital - -
Increase / (Decrease) in borrowings - -
NET CASH INVESTED IN FINANCING ACTIVITIES - -
NET INCREASE IN CASH AND CASH EQUIVALENTS (174852) (27509)
Opening Cash and cash equivalent 1045077 1072586
Closing Cash and cash equivalent 870225 1045077
For Jayesh Patel & Co. For Natco Economicals Limited
Chartered Accountants
CA Jayesh Patel (Proprietor) Ashish Pandya Shaishav Shah
Membership No: 34745 (Whole Time Director) (Director) Place: Ahmedabad Date: 26th May, 2017
23rd Annual Report of Natco Economicals Limited
47
Schedules to Balance Sheet as at 31st March
Particulars 2017 2016
A. Share Capital
(a) Shares authorized 32,000,000equityshares of Rs.10/- each
32,000,000 32,000,000
32,000,000 32,000,000
(b) Shares issued, subscribed and fully paid: 30,00,400equity shares of Rs.10/- each
30,004,000 30,004,000
30,004,000 30,004,000
(c) Reconciliation of Shares outstanding at the beginning and at the end of the reporting period:
At the Beginning of the period 30,004,000 30,004,000
Issued during the period Outstanding at the end of the period
-- --
30,004,000
30,004,000
(d) The rights, preferences and restrictions including restrictions on the distribution of dividends and the
repayment of capital;
Equity Shares
The company is having only one class of shares i.e. Equity carrying a nominal value of Rs.10/- per
share. Every holder of the equity share of the Company is entitled to one vote per share held.
In the event of liquidation of the Company, the equity shareholders will be entitled to receive
remaining assets of the Company after the distribution/ repayment of all creditors. The distribution to
the equity shareholders will be in proportion of the number of shares held by each shareholder. The Company has not declared and paid dividend on the equity shares.
(e) Shares in the Company held by each shareholder holding more than 5% shares specifying the number of shares held:
Name No. of Shares Percentage No of Shares Percentage
Natco Synthetics Private Limited
330500 11.02 330500 11.02
23rd Annual Report of Natco Economicals Limited
48
C. Other current liabilities:
(a) Other current liabilities - -
- -
D. Short-term provisions:
(a) Provision for employee benefits. 1,68,608
82,500
Provision for Taxation - -
1,68,608 82,500
E Tangible Fixed assets
Gross Block Depreciation & Amortization Net Block
Description of Assets
As on 01.04.2016 Add Del
As on 31.03.2017
Dep as on 01.04.2016 Add
Dep as on 31.03.2017
WDV as on 31.03.2017
WDV as on 31.03.2016
Building 385000 385000 101989 14151 116140 268860 283011
Computer 371520 371520 351530 7996 359526 11994 19990
Furniture & Fixture 151520 151520 114070 6778 120848 30672 37450
Electric Installation 55450 55450 40914 2907 43821 11629 14536
Grand Total 963490 963490 608503 31832 640335 323136 354987
B. Reserves and Surplus :
General Reserve
Balance as per the last financial statements
(11,86,517) 3,96,877
Add : Transferred from Statement of Profit and Loss
3,87,541 (15,83,394)
(7,98,976) (11,86,517)
23rd Annual Report of Natco Economicals Limited
49
K. Revenue from :
A Interest & Fin Consultancy 3442692 2822681
3442692 2822681
L. Other Income :
Other Income 39729 84936
39729 84936
F. Non-Current Investment Quoted 13,63,523 13,63,523 Un Quoted 4,47,177 4,47,177 _________________ 18,10,700 18,10,700
H. Cash and Cash Equivalents:
(a) Bank balance 558270 1020077 (b) Cash 311955 25000
870225 1045077
I. Short-term loans and advances (Unsecured, considered good)
(a) Short term loans
18259600 10112000
18259600 10112000
J. Other current assets: (a) Other
Receivables 8126907 15594156
8126907 15594156
Total Loans & Advances
(a) Short term loans & advances 18259600 10112000
(b) Long term loans & advances 0 0
18259600
10112000
23rd Annual Report of Natco Economicals Limited
50
M. Employee's Benefit Expenses:
Salaries and Benefits 551278 490248
551278 490248
N. Other Expenses
Legal& Consultancy 363480 115250
Admin Expenses 1648704 1205005
Liasoning Expenses 101081 11241
Bank & Other Charges 2415 2987
BSE App Fees* 230000
2345680 1334483
23rd Annual Report of Natco Economicals Limited
51
SIGNIFICANT ACCOUNTING POLICIES a) System of Accounting:
i) The books of accounts are maintained on mercantile basis except where otherwise stated. ii) The financial statements are prepared under the historical cost convention in accordance with
the applicable Accounting Standards issued by The Institute of Chartered Accountants of India
and as per the relevant representational requirements of the Companies Act, 2013.
Accounting policies not specifically referred to are consistent with generally accepted accounting practices, except where otherwise stated.
b) Revenue Recognition:
i) Revenue is recognized to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured.
ii) Interest income is recognized on time proportion basis.
iii) Dividend income is recognized when right to receive is established.
Profit / Loss on sale of investments is accounted on the trade dates.
c) Investment: Investments are classified into noncurrent investments and current investments. Noncurrent
investments are stated at cost and provisions have been made wherever required to recognize any
decline, other than temporary, in the value of such investments. Current investments are carried at
lower of cost and fair value and provision wherever required, made to recognize any decline in
carrying value.
d) Retirement Benefits:
i) Leave encashment benefits are charged to Profit & Loss account in each year on the basis of
actual payment made to employee. There are no rules for carried forward leave.
ii) No provision has been made for the retirement benefits payable to the employees since no
employee has yet put in the qualifying period of service and the liability for the same will be
provided when it becomes due.
e) Inventories
Inventories are valued at cost (using FIFO method) or net realizable value, whichever is lower.
f) Impairment of Assets:
The carrying amounts of assets are reviewed at the balance sheet date to determine whether there
are any indications of impairment. If the carrying amount of the fixed assets exceeds the recoverable
amount at the reporting, the carrying amount is reduced to the recoverable amount. The
recoverable amount is the greater of the assets net selling price and value in use, the value in use
determined by the present value estimated future cash flows. Here carrying amounts of fixed assets
are equal to recoverable amounts.
23rd Annual Report of Natco Economicals Limited
52
g) Earnings per Share
i) Earnings per share are calculated by dividing the net profit or loss for the period attributable to
equity shareholders by the weighted average number of equity shares outstanding during the
period.
ii) For the purpose of calculating diluted earnings per share, the net profit or loss for the period
attributable to equity shareholders and the weighted average number of shares outstanding during
the period are adjusted for the effects of all diluted potential equity shares.
h) Provisions,
Contingent Liabilities and Contingent Assets Provisions are recognized when there is a present
obligation as a result of past events and when a reliable estimate of the amount of the obligation
can be made.
Contingent liability is disclosed for: i) Possible obligations which will be confirmed by future events
not wholly within the control of the company, or ii) Present obligation arising from past events
where it is not probable that an outflow of resources will be required to settle the obligation or a
reliable estimate of the amount of the obligation cannot be made. Contingent assets are not
recognized in the financial statements since this may result in the recognition of income that may
never be realized.
i) Accounting for Taxes on Income
i) Current tax is determined as the amount of tax payable in respect of taxable income for the year.
ii) Deferred Tax is recognized subject to the consideration of prudence on timing difference, being
the difference between taxable incomes and accounting income that originate in one period and are
capable of reversal in one or more subsequent periods and measured using relevant enacted tax
rates.
j) Contingent Liability
a) Claims against the company not acknowledged as debts Nil Previous Year Nil
b) Guarantees to Banks and Financial institutions against credit facilities extended to third parties Nil
Previous Year Nil
c) Other money for which the company is contingently liable Nil Previous Year Nil
Commitments:
i) Uncalled liability on partly paid up shares- Nil Previous Year (Nil)
ii) Estimated amount of contracts remaining to be executed on capital accounts- NIL.
Previous Year (Nil)
iii) Other Commitments Nil Previous Year Nil
23rd Annual Report of Natco Economicals Limited
53
1. In the opinion of Board of Directors & best of their knowledge & belief the provisions of all
known liabilities are adequate.
2. In the opinion of Board of directors, Current Assets, Loans and Advances have a value on
realization in the ordinary course of business at least equal to the amount at which they are
stated.
3. During the financial year 2016-17 the company has made an investment of Rs. NIL 4. CIF value of Imports – NIL Previous Year (NIL) 5. Earning & Expenditure in Foreign Currency: NIL Previous Year (NIL) 6. Payments to Auditor’s : Rs. 28000/- Previous year Rs. 25000/- 7. Director’s remuneration: NIL Rs. NIL 8. AS per Accounting Standard (AS-20) on Earning per share (EPS) issued by the ICAI, the particulars
of EPS for the equity shareholders are as below:
Sr. Particulars Current year Previous year
No. 2016-17 2015-16
1 Net Profit (loss) as per P & L A/c 3,87,541 15,83,394
2 Average No. of equity shares
used as denominator for 30,00,400 30,00,400
calculating EPS
3 EPS (Basic & Diluted) (Rs.) 0.012 (0.5277) 4 Face value of each equity share 10 10
(Rs.)
9. Related Party Disclosure: As per Accounting Standard-18 issued by the Institute of Chartered Accountants of India, the Company’s related parties and transactions are NIL 10. As per information available with the company, no amount is due to any undertaking/Enterprise covered under the Micro, Small and Medium Enterprise Development Act, 2006. 11. Since the Company is dealing in one segment, No separate Segment reporting is given. 12. The figures of the previous years have been regrouped and rearranged wherever it considered necessary.
23rd Annual Report of Natco Economicals Limited
54
ATTENDENCE SLIP PLEASE FILL THE ATTENDENCE SLIP AND HAND OVER AT THE ENTRANCE OF THE MEETING VENUE. Joint shareholders may obtain additional Attendance Slip on request. L.F. No / D.P. Id & Client Id : No. of Share(s) held : Name of Members and : Address of Member(s) I certify that I am a member/proxy for the member of the Company. I hereby record my presence at the 23rd Annual General Meeting of Company held on Friday, the 29th September, 2017 at 10.30 a.m. at 304, Abhijit-1, Near Mithakhali Six Road, Navarangpura, Ahmedabad – 380 006 Name of the Member/Proxy Signature of the Member/Proxy Notes: 1. Members/Proxy holders are requested to bring their copies of the Annual Report with the
Meeting. 2. Please carry with you this Attendance Slip and hand over the same duly signed at the
space provided at the entrance of the Meeting Hall. ..............................................................TEAR HERE.....................................................
23rd Annual Report of Natco Economicals Limited
55
PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
Name of the members
Registered Address
Email ID
Folio No. / Client ID
DP ID / L.F.No.
I/We being a member / members of _________ shares of the above named company, hereby appoint 1) ................................................of...........................having email id …….........................or failing him 2) ................................................of...........................having email id ..............................or failing him 3) .................................................of...........................having email id..................................................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 23rdAnnual General Meeting of Company held on Friday, the 29thSeptember, 2017 at 10.30 a.m. at 304, Abhijit-1, Near Mithakhali Six Road, Navarangpura, Ahmedabad – 380 006, Gujarat and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolutions For Against
1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2017 and the Profit and Loss Account for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.
2. Appointment of Statutory Auditors of the Company.
3. To appoint Mr. Shaishav Shah (DIN: 07276102), as an Independent Director
4. To appoint Mr. Natvarlal Chavda (DIN: 07899993), as an Independent Director
5. To appoint Ms. Vina Joshi (DIN: 07900014), as an Independent Director
6. To appoint Mr. Vishal Desai (DIN: 06825851), as Whole-time Director
Signed.......... Day of September, 2017 Signature of Shareholder ___________________ Signature of Proxy holder(s) _________________
Note: 1. The proxy form in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting. 2. It is optional to indicate your preference. If you leave the “For” or “Against” column blank against any or all resolutions, you proxy will be entitled to vote in the manner as he/she may deem appropriate.
Affix
Re.1
Revenue
Stamp
23rd Annual Report of Natco Economicals Limited
56
3.Your proxy will be entitled to vote in the manner as he/she may deem appropriate at 23rdAnnual General Meeting of Members of the Company, to be held on Friday, the 29thSeptember, 2017 at 10:30 a.m. at 304, Abhijit-1, Near Mithakhali Six Road, Navarangpura, Ahmedabad – 380 006 or at any adjournment thereof. ------------------------------------------------------------------------------------------------------------------------
EVSN ( Electronic Voting Sequence Number) Default Pan*
USE YOUR PAN
*Only Member who have not updated their PAN with Company / Depository Participant(s) shall use default PAN in the Pan filed.